The Securities and Exchange Commission’s Division of Corporation Finance this month published nine new Compliance and Disclosure Interpretations relating to Inline XBRL rules, particularly concerning common questions around the exhibit index and cover page tagging. The staff further addressed questions relating to early or voluntary filers and foreign private issues.
The Inline XBRL rules—which involves embedding XBRL data into a document so that one document can be read by both humans and machines—will take effect for large accelerated filers in their first fiscal periods ending on or after June 15, 2019. Accelerated filers will follow a year later, with periods ending on or after June 15, 2020. All other filers then follow a year after that, for fiscal periods ending on or after June 15, 2021.
Below is an overview of the Division of Corporation Finance’s newly added Compliance and Disclosure Interpretations (C&DIs) on Inline XBRL.
Starting with new C&DI 101.01, the staff clarified how registrants subject to Inline XBRL requirements should identify the Interactive Data Files in the exhibit index of filings. Interactive Data Files, including Inline XBRL, should appear as exhibit 101, and Cover Page Interactive Data Files should appear as exhibit 104. Additionally, when Inline XBRL is used, the exhibit index should include the word “Inline” within the title description for any such exhibit. For a Cover Page Interactive Data File identified as exhibit 104 in the exhibit index, the exhibit index should cross-reference to the Interactive Data Files submitted under EX-101.
The staff clarified issuers that voluntarily submit Inline XBRL prior to the applicable compliance date are not required to comply with the cover page XBRL tagging requirements. Cover page tagging applies only to registrants “required” to submit Inline XBRL.
Registrants subject to Inline XBRL requirements must tag all information on the cover page of Form 10-K, Form 10-Q, Form 8-K, Form 20-F, and Form 40-F using Inline XBRL. In its C&DI, the SEC clarified this applies to all Form 8-K filings, even those that do not contain financial statements for which XBRL data is required.
The requirement discussed in C&DI 101.01 above to list Cover Page XBRL as exhibit 104 also applies in the case of Form 8-Ks. “If, however, the exhibit index of a Form 8-K would include only a cover page Interactive Data File as exhibit 104, and would not include any other exhibit, the staff will not object if the registrant does not add an exhibit index to the Form 8-K solely for the purpose of identifying the cover page Interactive Data File as an exhibit under Item 9.01 of Form 8-K,” the C&DI stated.
The staff notes that where a company’s name, as it appears on the cover page of a form, differs from its conformed name in the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) filing system, “it is permissible for the Inline XBRL tagged company name shown on the cover page to vary from the EDGAR conformed name in various ways.”
“Most such variations will not prevent the filing from being accepted and disseminated,” the C&DI stated. In rarer instances, a variation may result in a notice of suspension, in which cases the filer should contact EDGAR Filer Technical Support. Registrants may want to use this as an opportunity to update their conformed company name in EDGAR.
If an issuer voluntarily submits Interactive Data Files in Inline XBRL format prior to its applicable phase-in date, the issuer can cease voluntary submissions if it chooses until it is required to comply under the phase-in schedule.
C&DI 101.07 addresses matters of timing. Here, the SEC reiterates the first filing required to comply with Inline XBRL, including cover page tagging, is the first Form 10-Q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period made on or after that date. If a Form 8-K is filed earlier on the same day as its first applicable Form 10-Q, then the Form 8-K does not need to comply with Inline XBRL cover page tagging requirements.
C&DI 101.08 addresses the applicable phase-in period for compliance with the Inline XBRL requirements for foreign private issuers. “Foreign private issuers will be required to comply with the Inline XBRL requirements based on their filer status and basis of accounting,” the staff said. “For a foreign private issuer that prepares its financial statements in accordance with U.S. GAAP, the phase-in of the Inline XBRL requirements is determined based on its filer status.”
The staff clarified that, because Form 20-F and Form 40-F filers do not have quarterly report filing obligations, these filers will be required comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required for a fiscal period ending on or after the applicable compliance date, as determined in accordance with Rule 405(f)(1)(i) of Regulation S-T.